File No. ____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
1ST Source Corporation
(Exact name of registrant as specified in its charter)
Indiana 35-1068133
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
|
1st Source Corporation 1982 Executive Incentive Plan
(Full title of the plan)
Larry E. Lentych
1st Source Corporation
100 North Michigan Street
South Bend, Indiana 46601
(Name, address, including zip code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered (2) Share (1) (3) Price (1) (3) Registration Fee
Common Stock, without
par value 51,799 $16.00 $828,794.00 $76.25
|
(1) Calculated pursuant to Rule 457(c) and (h), on December 4, 2002, the average of the high and low price of the registrant's Common Stock on the Nasdaq National Market System was $16.00.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate number of additional shares as may be authorized in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from the payment of dividends or stock splits or certain other capital adjustments.
(3) Estimated solely for the purpose of calculating the registration fee.
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the requirements of Form S-8 under the Securities Act to register 51,799 shares of 1st Source Corporation's common stock previously issued pursuant to the 1st Source Corporation 1982 Executive Incentive Plan to certain officers, directors and employees of 1st Source Corporation. Under cover of this Form S-8 is the reoffer prospectus prepared in accordance with Part I of Form S-3 under the Securities Act. The reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance with the requirements of Part I of Form S-3, and may be used for reofferings and resales on a continuous or delayed basis in the future.
Part I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
1st Source will send or give the documents containing the information specified in Part I of Form S-8 to officers, directors and employees as specified by Securities and Exchange Commission Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). 1st Source does not need to file these documents with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements under Rule 424 of the Securities Act.
REOFFER PROSPECTUS
92,505 SHARES OF COMMON STOCK
1st Source Corporation
100 N. Michigan Street
South Bend, Indiana 46601
(574) 235-2000
We have issued certain shares of our common stock offered hereby to Wellington D. Jones III, Richard Q. Stifel, Allen R. Qualey, Larry E. Lentych, Glenn A. Borden and Jeffrey F. Lindstadt (the "Selling Shareholders") pursuant to the 1st Source Corporation 1982 Restricted Stock Award Plan or the 1st Source Corporation 1982 Executive Incentive Plan. Selling Shareholders may offer some or all of the shares issued to them under the plans for sale from time to time at prices and terms negotiated in individual transactions or in brokers transactions negotiated immediately prior to sale. We will not receive any proceeds from such sales. Selling Shareholders and any broker-dealers who participate in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities Act.
This reoffer prospectus relates to 92,505 shares of the common stock of 1st Source Corporation which may be offered and resold from time to time by the Selling Shareholders identified in the prospectus for their own accounts. The shares are "restricted securities" under the Securities Act prior to the effectiveness of the registration statement filed in conjunction with this reoffer prospectus. The reoffer prospectus has been prepared for the purpose of registering the shares under the Securities Act to allow for future sales by the Selling Shareholders to the public. It is anticipated that the Selling Shareholders will offer shares for sale on the Nasdaq National Market at the prevailing prices on the date of sale. The Selling Shareholders will bear all sales commissions and similar expenses. We have paid the costs of filing this registration statement with the Securities and Exchange Commission (the "Commission") and will pay the costs of registering or qualifying the shares under the securities laws of any jurisdiction where such registration or qualification is necessary. We estimate the expenses of this offering, which we will incur, including registration fees, legal fees, transfer agent fees and printing costs, but excluding underwriting discounts and commissions which shall be paid by Selling Shareholders, will not exceed $5,000.
Our common stock is traded on the Nasdaq National Market under the symbol SRCE. On December 4, 2002, the last reported price of our common stock on such market was $16.00 per share.
This investment involves a high degree of risk. Please see "Risk Factors" beginning on page 1.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this reoffer prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this reoffer prospectus is December 6, 2002.
TABLE OF CONTENTS
SUMMARY.......................................................................1
RISK FACTORS..................................................................1
NOTE REGARDING FORWARD LOOKING STATEMENTS.....................................3
USE OF PROCEEDS...............................................................3
SELLING SHAREHOLDERS..........................................................3
PLAN OF DISTRIBUTION..........................................................4
DESCRIPTION OF SECURITIES TO BE REGISTERED....................................5
INDEMNIFICATION OF DIRECTORS AND OFFICERS.....................................5
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................5
AVAILABLE INFORMATION.........................................................6
|
You should rely on the information incorporated by reference or provided in this reoffer prospectus or any supplement. We have not authorized anyone else to provide you with different information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.
SUMMARY
We have prepared this reoffer prospectus as part of a registration statement on Form S-8 under the Securities Act relating to the resale of 92,505 shares of common stock issued to the Selling Shareholders pursuant to the 1st Source Corporation 1982 Restricted Stock Award Plan or the 1st Source Corporation 1982 Executive Incentive Plan, any or all of which shares may be offered for sale by the Selling Shareholders from time to time. This prospectus has been prepared in accordance with the requirements of Form S-3 under the Securities Act pursuant to General Instruction C of Form S-8 solely with regard to the resale of the shares by the Selling Shareholders. Unless the context indicates otherwise any of the terms "we," "us," and "our" include and refer to 1st Source Corporation.
RISK FACTORS
An investment in common stock is highly speculative and involves a high degree of risk. Therefore, you should carefully consider all of the risk factors discussed below, as well as the other information contained in this document. You should not invest in common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing. The following risk factors are interrelated and, consequently, investors should treat such risk factors as a whole.
Our success depends on our ability to compete effectively in the competitive financial services industry.
The financial services industry is competitive and we and our operating subsidiaries encounter strong competition for deposits, loans and other financial services in all of our lines of business. Our principal competitors include other commercial banks, savings banks, savings and loan associations, mutual funds, money market funds, finance companies, trust companies, insurers, leasing companies, credit unions, mortgage companies, private issuers of debt obligations, venture capital firms, and suppliers of other investment alternatives, such as securities firms and insurance companies. Some of our non-bank competitors are not subject to the same degree of regulation as we and our subsidiaries are. Thus, they have advantages over us in providing certain services. Many of our competitors are significantly larger than we are and have greater access to capital and other resources. In recent years there has been substantial consolidation and convergence among companies in the financial services industry. Such consolidation may increase competition. Further, our ability to compete effectively is dependent on our ability to adapt successfully to technological and other changes within the banking and financial services industry generally.
Our business may be adversely affected by the highly regulated environment in which we operate.
We and our subsidiaries operate in a heavily regulated and rapidly changing legislative and regulatory environment. Our failure to comply with the many requirements of state and federal law could lead to termination or suspension of our licenses, rights of rescission for borrowers, class actions lawsuits and administrative enforcement actions. Recently enacted and future legislation and regulations may have significant impact on the financial services industry and public companies generally. Regulatory or legislative changes could increase our costs of doing business, restrict our access to new products or markets, cause us to change some of our products or the way we operate our different lines of business, adversely affect our operations or the manner in which we conduct our business and, on the whole, adversely affect the profitability of our business.
We may be adversely affected by a general deterioration in economic conditions.
The risks associated with our business are greater in periods of a slowing economy or recession. Economic declines may be accompanied by a decrease in demand for consumer and commercial credit and declining real estate and other asset values. Declining real estate and other asset values may reduce the ability of borrowers to use such equity to support borrowings. Delinquencies, foreclosures and losses generally increase during economic slowdowns or recessions. Additionally, our servicing costs and credit losses may also increase in periods of economic slowdown or recession.
We are subject to credit risk inherent in our loan portfolios.
In the financial services industry, there is always a risk that certain borrowers may not repay borrowings as well as a broader systemic risk of losses due to changes in the local or national economy. We maintain an allowance for loan and lease losses to absorb the level of losses that we estimate to be probable in our portfolios. However, our allowance for loan and lease losses may not be sufficient to cover the loan and lease losses that we actually incur. If we experience defaults by borrowers in any of our businesses to a greater extent than anticipated, our earnings could be negatively affected. Changes in local economic conditions could adversely affect credit quality in our local business loan portfolio, and changes in national economic conditions could adversely affect the quality of our transportation and equipment portfolio.
Certain of our niche business industries are experiencing slow downs.
We have specialty national niche business in commercial loans secured by transportation and construction equipment, including the financing of aircraft for dealers, individuals, businesses and air cargo operators and in the financing of vehicles for the rental and leasing industries. Our aircraft niche business has been adversely affected by the slow down in the technology markets (a large user of air cargo services), the reaction by the financial markets and the fall-off of durable goods manufacturing, all of which were exacerbated by the events of September 11. These market conditions have caused aircraft and used automobile values to drop precipitously. Our customers who rely on the use of aircraft or automobiles to produce income have been negatively affected, and we have experienced substantial loan losses in the last several quarters in our aircraft and auto rental financing units. Since some of our relationships in these industries are large (up to $15 million), further and continued slow-downs in these industries can adversely affect our business.
We may be adversely affected by interest rate changes.
Although we actively manage our interest rate sensitivity, such management is not an exact science. Rapid increases or decreases in interest rates could adversely affect our net interest margin if changes in our cost of funds do not correspond to changes in income yields. Such fluctuations could also continue to negatively impact our mortgage banking operations, which are very interest rate sensitive, by increasing the runoff rates in the servicing portfolio, reducing loan origination activities or increasing its funding costs. We recorded non-cash valuation adjustments in the second and third quarters of 2002 for impairment of the carrying value of the mortgage servicing portfolio held by Trustcorp Mortgage Company, our mortgage banking subsidiary.
Provisions in our restated articles of incorporation, by-laws and Indiana law may delay or prevent an acquisition of us by a third party.
Our restated articles of incorporation, by-laws and Indiana law contain provisions that may make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions could also discourage proxy contests and may make it more difficult for shareholders to elect their own representatives as directors and take other corporate actions.
Among other provisions, our articles of incorporation authorize our board of directors to issue shares of preferred stock and to determine its terms, preferences and other rights without shareholder approval. The issuance of preferred stock could discourage a third party from acquiring control of the company.
Our by-laws do not permit cumulative voting of shareholders in the election of directors, allowing the holders of a majority of our outstanding shares to control the election of all our directors. Our by-laws also provide that only our board of directors, and not our shareholders, may adopt, alter, amend and repeal our by-laws.
Indiana law provides several limitations that may discourage potential acquirers from purchasing our common shares. In particular, Indiana law prohibits business combinations with a person who acquires 10% or more of our common shares during the five-year period after the acquisition of 10% by that person or entity, unless the acquirer receives prior approval for the acquisition of the shares or business combination from our board of directors.
NOTE REGARDING FORWARD LOOKING STATEMENTS
This reoffer prospectus contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases you can identify forward-looking statements by terminology such as "may," "will," "should," "except," "plan," "anticipate," "believe," "estimate," predict," "potential" or "continue," as well as the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements you should consider various factors, including the risks described above. These factors my cause our actual results to differ materially from any forward-looking statement.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of common stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The Selling Shareholders may sell, from time to time, a total of up to 92,505 shares issued pursuant to the 1st Source Corporation 1982 Restricted Stock Award Plan or the 1st Source Corporation 1982 Executive Incentive Plan. The Selling Shareholders are Wellington D. Jones III, Richard Q. Stifel, Allen R. Qualey, Larry E. Lentych, Glenn A. Borden, and Jeffrey F. Lindstadt.
The following table sets forth certain information regarding the beneficial ownership of common stock by the Selling Shareholders as of November 29, 2002, and the number of shares being offered by this prospectus.
Number of Shares
Beneficially Owned
Number of Shares After Offering, Percentage of
Beneficially Owner Number of Shares Presuming All Shares Outstanding
Name & Position Prior to Offering (1) Offered Offered Are Sold Shares
--------------------------------- ------------------------ ------------------ ------------------------- ----------------
Wellington D. Jones III 231,653 29,703 201,950 *
Executive Vice President--1st
Source; President and Chief
Operating Officer--1st Source
Bank
Richard Q. Stifel 98,906 21,601 77,305 *
Executive Vice President,
Business Banking Group--1st
Source Bank
Allen R. Qualey 84,394 20,415 63,979 *
President and Chief Operating
Officer, Specialty Finance
Group--1st Source Bank
Larry E. Lentych 62,448 18,568 43,880 *
Senior Vice President,
Treasurer and Chief Financial
Officer--1st Source & 1st
Source Bank
Glenn A. Borden 50,390 1,113 49,277 *
Regional President, Fort Wayne
Region--1st Source Bank
Jeffrey F. Lindstadt 51,366 1,105 50,261 *
Vice President, Specialty
Finance Group--1st Source Bank
|
*indicates less than 1%
(1) Based upon information furnished by the respective Selling Shareholders as of November 29, 2002. Under applicable regulations, shares are deemed to be beneficially owned by a person if he directly or indirectly has or shares the power to vote or dispose of the shares, whether or not he has any economic interest with respect to the shares. Includes shares beneficially owned by members of the immediate families of the Selling Shareholders residing in their homes and also includes all Shares held under the plans.
Certain non-affiliates may use this reoffer prospectus for the reoffer and resale of up to 1,000 shares each issued pursuant to the plans.
PLAN OF DISTRIBUTION
Selling Shareholders may sell the shares from time to time in the Nasdaq National Market, or otherwise, at prices and terms then prevailing or at prices related to the then current market price, or in negotiated transactions. Further, the Selling Shareholders may choose to dispose of the shares offered under this prospectus by gift to a third party or as a donation to a charitable or other non-profit entity. Selling Shareholders expect to employ brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from Selling Shareholders or from purchasers in amounts to be negotiated immediately prior to the sale, which commissions and discounts are not expected to deviate from the usual and customary brokers commissions. In connection with any sales, the Selling Shareholders and any brokers participating in such sales may be deemed to be underwriters within the meaning of the Securities Act. Neither we nor the Selling Shareholder expect to employ, utilize or otherwise engage any finders to assist in the sales of the shares.
We have advised the Selling Shareholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended (the "Exchange Act") may apply to sales of shares in the market and to the activities of the Selling Shareholders and their affiliates. In addition, we will make copies of this reoffer prospectus available to the Selling Shareholders and have informed them of the possible need for delivery of copies of this reoffer prospectus to purchasers on or prior to sales of the shares offered under this reoffer prospectus. The Selling Shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
Any securities covered by this reoffer prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under those rules rather than pursuant to this reoffer prospectus.
There is no assurance that the Selling Shareholders will offer for sale or sell any or all of the shares registered pursuant to this prospectus.
DESCRIPTION OF SECURITIES TO BE REGISTERED
We have the authority to issue 40,000,000 shares of common stock, no par value. As of November 29, 2002, there were 21,202,641 shares of our common stock issued and outstanding. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Holders of common stock have no cumulative voting, conversion, preemptive, dividend or other subscription rights, and there are no redemption provisions applicable to the common stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Chapter 37 of the Indiana Business Corporation Law, as amended ("IBCL"), authorizes every Indiana corporation to indemnify its officers and directors under certain circumstances against liability incurred in connection with proceedings to which the officers or directors are made parties by reason of their relationships to the corporation. Officers and directors may be indemnified where they have acted in good faith, the action taken was not against the interests of the corporation, and the action was lawful or there was no reason or cause to believe the action was unlawful. Chapter 37 to the IBCL also requires every Indiana corporation to indemnify any of its officers or directors (unless limited by the articles of incorporation of the corporation) who were wholly successful on the merits or otherwise, in the defense of any such proceeding, against reasonable expenses incurred in connection with the proceeding. A corporation may also, under certain circumstances, pay for or reimburse the reasonable expenses incurred by an officer or director who is a party to a proceeding in advance of final disposition of the proceeding.
Our Articles of Incorporation provide that the officers and directors shall be indemnified and advanced expenses to the fullest extent permitted by the IBCL.
The Company maintains standard directors' and officers' liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or control person) we will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and we will be governed by the final adjudication of such issue.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated by reference in this reoffer prospectus.
o 1st Source's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Commission on March 12, 2002.
o 1st Source's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 (filed on May 14, 2002), June 30, 2002 (filed on August 13, 2002), and September 30, 2002 (filed on November 12, 2002).
o All other reports filed pursuant to Section 13 or Section 15(d) of the Exchange Act by 1st Source since December 31, 2001.
o The information set forth under the caption "Description of Registrant's Securities to be Registered" in 1st Source's Registration Statement on Form S-2, Reg. No. 33-9087, dated December 16, 1986, including any amendments or reports filed for the purpose of updating that description.
o All reports and other documents subsequently filed by 1st Source pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, as of the date of filing such documents.
We will furnish without charge to each person to whom the reoffer prospectus is delivered, upon oral or written request of such person, a copy of any and all of the documents incorporated by reference (other than exhibits to such documents). Requests should be directed to:
1st Source Corporation 100 North Michigan Street South Bend, IN 46601 Attention: Chief Financial Officer Phone: (574) 235-2702
AVAILABLE INFORMATION
We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information with the Commission. You can inspect these reports, proxy statements and other information filed by 1st Source at the public reference facilities maintained by the Commission at the locations listed below. You will be required to pay the prescribed rates for copies of these reports, proxy statements and other information.
o The SEC's main office located at Office of Investors Education and Assistance, 450 Fifth Street, N.W., Washington, D.C. 20549 or e-mail at help@sec.gov.
o The SEC's Midwest Regional Office located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 or e-mail at chicago@sec.gov.
o The SEC's web site on the Internet at www.sec.gov.
Our common stock is traded on the Nasdaq National Market under the symbol "SRCE."
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by 1st Source Corporation (the "Company" or "1st Source")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Commission on March 12, 2002.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 (filed on May 14, 2002), June 30, 2002 (filed on August 13, 2002), and September 30, 2002 (filed on November 12, 2002).
(c) The information set forth under the caption "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form S-2, Reg. No. 33-9087, dated December 16, 1986, including any amendments or reports filed for the purpose of updating that description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement as of the date of
filing such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Chapter 37 of the Indiana Business Corporation Law, as amended ("IBCL"), authorizes every Indiana corporation to indemnify its officers and directors under certain circumstances against liability incurred in connection with proceedings to which the officers or directors are made parties by reason of their relationships to the corporation. Officers and directors may be indemnified where they have acted in good faith, the action taken was not against the interests of the corporation, and the action was lawful or there was no reason or cause to believe the action was unlawful. Chapter 37 to the IBCL also requires every Indiana corporation to indemnify any of its officers or directors (unless limited by the articles of incorporation of the corporation) who were wholly successful on the merits or otherwise, in the defense of any such proceeding, against reasonable expenses incurred in connection with the proceeding. A corporation may also, under certain circumstances, pay for or reimburse the reasonable expenses incurred by an officer or director who is a party to a proceeding in advance of final disposition of the proceeding.
The Articles of Incorporation of the Company provide that the officers and directors shall be indemnified and advanced expenses to the fullest extent permitted by the IBCL.
The Company maintains standard directors' and officers' liability insurance.
Item 7. Exemption from Registration.
The shares issued to the Selling Shareholders were issued in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act by the Company pursuant to the 1st Source Corporation 1982 Executive Incentive Plan. These issuances were deemed to be exempt from registration under the Securities Act pursuant to Section 4(2) as transactions that did not involve any public offering, or were deemed not to require registration under the Securities Act since such issuance did not involve the sale of such securities.
Item 8. Exhibits.
The exhibits furnished with the Registration Statement are listed on page E-1.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date hereof (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of South Bend, State of Indiana, on December 6, 2002.
1st Source Corporation
By: /s/ Larry E. Lentych ------------------------------------- Larry E. Lentych, Treasurer and Chief Financial Office |
Each person whose signature appears below authorizes John B. Griffith and Larry
E. Lentych, and each of them, to file one or more amendments (including
post-effective amendments) to the Registration Statement, which amendments may
make such changes in the Registration Statement as either of them deems
appropriate, and each such person hereby appoints John B. Griffith and Larry E.
Lentych, and each of them, as attorney-in-fact to execute in the name and on
behalf of each person individually, and in each capacity stated below, any such
amendment to the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date
---------------------------------------------------- ---------------------------------- --------------------
/s/ Christopher J. Murphy III Chairman of the Board, December 6, 2002
----------------------------- President, Chief Executive
Christopher J. Murphy III Officer and a Director
/s/ Wellington D. Jones III Executive Vice President and a December 6, 2002
----------------------------- Director
Wellington D. Jones III
/s/ John B. Griffith Secretary and General Counsel December 6, 2002
-----------------------------
John B. Griffith
/s/ Larry E. Lentych Treasurer & Chief Financial December 6, 2002
----------------------------- Officer (Principal Accounting
Larry E. Lentych and Financial Officer)
______________________________ Director December ___, 2002
Reverend E. William Beauchamp, C.S.C.
/s/ Daniel B. Fitzpatrick Director December 5, 2002
-----------------------------
Daniel B. Fitzpatrick
_____________________________ Director December ___, 2002
Lawrence E. Hiler
/s/ William P. Johnson Director December 2, 2002
-----------------------------
William P. Johnson
/s/ Rex Martin Director December 2, 2002
-----------------------------
Rex Martin
/s/ Dane A. Miller Director December 2, 2002
-----------------------------
Dane A. Miller
/s/ Timothy K. Ozark Director December 2, 2002
-----------------------------
Timothy K. Ozark
/s/ Richard J. Pfeil Director December 2, 2002
-----------------------------
Richard J. Pfeil
______________________________ Director December ___, 2002
Claire C. Skinner
______________________________ Director December ___, 2002
Toby S. Wilt
|
EXHIBIT LIST
Number Document Page No.
4.1 Articles of Incorporation of 1st Source as amended
April 30, 1996, filed as an exhibit to Form 10-K dated
December 31, 1996, and incorporated herein by reference.
4.2 By-Laws of 1st Source, as amended April 19, 1993, and
filed as an exhibit to Form 10-K dated December 31, 1993,
and incorporated herein by reference.
4.3 Form of Stock Certificate, for share of 1st Source Common
tock, filed as an exhibit to Registration Statement 2-40481,
and incorporated herein by reference.
4.4 1st Source Corporation 1982 Executive Incentive Plan, as amended. *
5 Opinion of Counsel with respect to the legality of the securities *
registered hereby.
23.1 Consent of Ernst & Young LLP. *
23.2 Consent of PricewaterhouseCoopers LLP. *
23.3 Consent of Counsel is included in Exhibit 5. *
24 Power of Attorney (incorporated into signature page).
|
*Indicates filed herewith.
EXHIBIT 4.4
Amended as of 12/5/2002
1st SOURCE CORPORATION
1982 EXECUTIVE INCENTIVE PLAN
1. PURPOSE. This Executive Incentive Plan (the "Plan") is intended to promote the interest of 1st Source Corporation, an Indiana corporation ("1st Source" or the "Corporation") and its shareholders by attracting and motivating educated, self-disciplined and aggressive managers, and by providing an incentive to induce continued future employment of certain key employees of the Corporation and certain key employees of one or more Subsidiaries of the Corporation. For the purposes of this Plan, the term "Subsidiary" shall mean a corporation or corporations of which the Corporation owns, directly or indirectly, a majority of the outstanding voting stock.
2. ADOPTION AND ADMINISTRATION OF THE PLAN. The Plan shall become effective as of January 1, 1982. The Plan shall be administered by the Executive Compensation Committee of the Corporation (the "Committee"). The Committee shall interpret, implement, and administer the Plan and to the extent and the manner contemplated herein it shall exercise the discretion granted to it as to the determination of who shall participate in the Plan, the terms and conditions under which key employees may participate or continue participating in the Plan, how many shares shall be allocated to each participant, and the time when such shares shall be allocated and issued to each participant. Any action taken by the Committee with respect to the implementation, interpretation or administration of the Plan shall be final, conclusive and binding on the Corporation and each participant.
3. STOCK SUBJECT TO THE PLAN.The Committee shall determine the number of shares of common stock of the Corporation to be allocated to the Plan annually. Such common stock is herein sometimes referred to either as "book value shares" or as "market value shares." The distribution of shares pursuant to this Plan may be made either from authorized and unissued shares or from Treasury shares, as determined by the Committee. All Shares issued in accordance with the Plan shall be fully paid and non-assessable shares and free from preemptive rights.
4. ELIGIBILITY. The Committee shall designate from time to time, those key executives in Salary Levels VI, VII, VIII and IX, or selected executives from other salary levels as the Chief Executive Officer may recommend, and the Committee deems appropriate, who are employees of the Corporation or any of its subsidiaries, who shall be eligible to receive an award under the Plan. The Committee shall make its selections from candidates recommended by the Chief Executive Officer. In making the allocation, the Committee shall consider, among other items, the position and responsibility of the participant, the value of the future service to be performed, the compensation of the participant, the actual earnings performance of the Corporation and the allocation proposed by the Chief Executive Officer. The Committee shall establish the amount of the award to be granted to each participant.
5. FORM OF ALLOCATION. The Committee shall forthwith advise each employee selected to participate in an award by written notice. Each employee who shall be the subject of an Award shall be designated as a "Participant."
(a) The Corporation may provide an annual award consisting of two
distinct parts: (1) an amount payable in cash and earned immediately, and
(2) an amount allocated immediately in book value or market value shares of
common stock which must be earned over the succeeding five (5) years during
which time they will be subject to a substantial risk of forfeiture. The
book value shares are restricted as described in paragraph 7 below.
(b) The Corporation may also provide for a long-term award from time to time as designated by the Committee. These awards will be granted for attainment of five-year and other longer-term goals. Such awards will consist of two distinct parts: (1) an amount payable in cash and earned immediately; and (2) an amount allocated immediately in market value shares of common stock of which 10% is earned immediately and the remaining 90% must be earned over the succeeding nine (9) years during which time they will be subject to a substantial risk of forfeiture.
(c) The stock portion of the awards shall be made in whole book value shares or whole market value shares only. No fractional shares shall be awarded.
6. ACTION REQUIRED OF PARTICIPANTS.
(a) Within 30 days from the date of such written notice of the Participant's initial allocation under the Plan, the Participant shall notify the Committee, in writing, of acceptance of the allocation and the terms thereof, applicable to the initial allocation and to all subsequent allocations accepted under the Plan, which notice shall be deemed delivered for all purposes by this Plan when personally delivered or mailed to Chief Financial Officer, 1st Source Corporation, P.O. Box 1602, South Bend, Indiana 46634 by postpaid certified United States mail.
(b) The Corporation may require that, in allocating shares, the Participant agree with, and represent to, the Corporation that Participant is acquiring such shares for the purpose of investment and with no present intention to transfer, sell or otherwise dispose of such shares except such transfer by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of any Participant. Such shares shall be transferable thereafter only if the proposed transfer shall be permissible pursuant to this Plan and if, in the opinion of counsel (who shall be satisfactory to Corporation), such transfer shall at such time be in compliance with applicable securities law.
7. RESTRICTIONS. By accepting the allocation of shares under this Plan, a Participant agrees and consents to the following additional restrictions:
(a) All unearned shares shall be retained by Corporation. A receipt for the certificate or certificates for the shares allocated to a Participant shall be delivered by the Corporation to a Participant on or after the date of issuance. Such Participant thereupon shall be a shareholder with respect to all of the shares represented by such certificate or certificates and shall have all rights of a shareholder with respect to all such shares, including the right to vote such shares and receive all dividends and other distributions, subject to termination upon the occurrence of an Act of Forfeiture as set forth in the Plan. The certificates for such shares may be either imprinted or stamped with a legend to the effect that the shares represented thereby may not be sold, exchanged, transferred, pledged, hypothecated (except to issuer), assigned, conveyed, or otherwise voluntarily or involuntarily disposed of except in accordance with this Plan (any such disposition being automatically an Act of Forfeiture) by the holder thereof until such time as the restrictions provided for herein lapse.
(b) If new or additional or different shares or securities are distributed with respect to shares of common stock of the Corporation as the result of a stock split, stock dividend, combination of shares or other change involving 1st Source securities, or exchange for other securities, or reclassification, reorganization, merger, consolidation, recapitalization or otherwise, the Participant shall, as the owner of book value or market value shares subject to restrictions hereunder, be entitled to such new or additional or different shares of stock or securities.
(1) In the case of such a stock split, stock dividend, combination or other change involving 1st Source securities, exchange for other 1st Source securities, reclassification, recapitalization, or other like event involving the distribution of 1st Source securities, the certificate or certificates for, or other evidences of, such new or additional or different book value or market value shares or securities, shall be appropriately imprinted with the legend provided in paragraph 7(a) of this Plan and all provisions of this Plan relating to restrictions to such new or additional or different book value or market value shares or securities to the extent applicable to the shares with respect to which they were distributed; provided, further, that if the Participant shall receive rights, warrants or fractional interests in respect of any of such shares, such rights or warrants and such fractional interests shall be received, by the Participant subject to all of the remaining restrictions herein set forth. All such additional book value or market value shares, rights or other securities shall be retained in safekeeping by the Corporation for the account of the Participant.
(2) In the case of such an exchange for securities of an issuer other than 1st Source, or such a reorganization, merger, consolidation, or other like event involving the distribution of securities of an issuer other than 1st Source, which will result in a change of control of 1st Source, (i) all awarded shares subject to forfeiture under this Plan shall no longer be subject to forfeiture and shall be earned stock for all purposes of the Plan, and (ii) all restrictions on shares of stock theretofore awarded hereunder shall terminate (except for any restrictions imposed by applicable securities laws). The foregoing sentence shall be effective immediately prior to such distribution. The Committee shall have full and sole discretion to determine whether a change in control of 1st Source will occur for these purposes, but in the absence of a contrary finding by the Committee, the acquisition by any person or group of persons, other than 1st Source, of beneficial ownership of 50.01% or more of the then outstanding shares of 1st Source common stock shall be deemed to be a change of control.
(c) The term "Restricted Period" with respect to any book value shares allocated to a Participant under this Plan shall mean that period commencing with the date of issuance of such shares and ending on the date at which all such shares have been purchased from Participant by Corporation.
(d) The term "Forfeiture Period" with respect to any allocation of shares issued to a Participant under this Plan shall mean a period commencing on the date of issuance of such shares to the Participant and ending over a five (5) year period (for annual awards) or a nine (9) year period (for long-term awards) thereafter. The forfeiture period shall terminate at an equal and proportionate rate for each year in which:
(1) the Participant served continuously as an employee, for the full Plan Year, or in which the employee died, became totally disabled or retired at his normal retirement date while an employee, and during which,
(2) for book value shares only, the Corporation's consolidated earnings grew at a rate not less than the rate of growth established in advance by the Committee in connection with the applicable award.
With respect to book value shares only, for any year in which the cumulative growth rate is equal to or has exceeded the rate established for the accumulated years subsequent to the date of the award, all risk of forfeiture is removed for those shares which were not released in that year or any prior year in which the Corporation failed to meet the required annual or cumulative rate of return.
(e) All stock subject to forfeiture shall be called "unearned stock."
(f) For all purposes of this Plan, an Act of Forfeiture shall be deemed to be any one of the following:
(1) With respect to shares subject to Forfeiture, the voluntary or involuntary termination of the employment of a Participant during the Forfeiture Period, other than by death, disability or normal retirement, or
(2) The attempted sale, exchange, transfer, pledge, hypothecation, assignment, conveyance or other voluntary or involuntary disposition of any of the unearned stock all of which is hereby expressly prohibited by this agreement;
(3) The election by the Participant to be taxed in the year of receipt of the allocation of stock under Section 83(b) of the Internal Revenue Code of 1986 as amended, or
(4) Termination of the five (5) year Forfeiture Period for book value shares if the earnings growth rate or cumulative growth rate has not been achieved, with respect to any portion of the unearned stock.
(g) Upon the occurrence of an Act of Forfeiture relating to a Participant, the right, title and interest of all remaining unearned stock of Corporation held by such Participant shall be automatically forfeited and terminated for all purposes and Participant agrees on behalf of himself, his personal representative, heirs, legatees, or successors to execute and deliver to Corporation such forms of stock power, assignments or instruments of transfer which Corporation may reasonably request and, upon the failure of Participant or his personal representatives, heirs, legatees or successors to execute and deliver any and all forms of stock power, assignments and instruments of transfer requested by the Committee to vest and transfer to Corporation complete title to all such Forfeited shares, each Participant consents and agrees that the St. Joseph Circuit Court of St. Joseph County, Indiana, shall have personal jurisdiction over such Participant to permit Corporation to obtain an order of specific performance which is authorized and for which consent is hereby given by each Participant who accepts an allocation of shares under this Plan.
(h) The right, title and interest of any transferee of any shares acquired from a Participant under this Plan by will or by laws of descent and distribution will and shall be subject to all of the terms and conditions of the Plan, including but without limitation, the restrictions on transfer and the provisions relating to forfeiture.
(i) The book value shares may only be sold to the Corporation under
the terms of this Plan. 1st Source may, in addition to any other purchases
required by this Plan, upon request of a participant, purchase earned book
value stock from the participant prior to death, disability, retirement, or
other termination of employment. Any such purchase is limited to 50% of the
participant's shares of earned book value stock which, at the time of
purchase, have been earned book value stock for at least seven years. Such
a purchase is permitted only upon approval of the Committee and only for
the following reasons: (1) purchase of the participant's principal
residence or a second home, (2) payment of tuition or related educational
expenses for the participant, the participant's spouse, or a dependent, and
(3) financial hardship. The Committee will have sole discretion to
determine whether the enumerated criteria are being satisfied in any
purchase. Any transfer or purported transfer made by a Participant at any
time, except at the times and in the manner expressly authorized, shall be
null and void and the Corporation shall not be obligated to recognize nor
to give effect to such transfer on its books or records nor to recognize
the person or persons to whom such purported transfer has been made as the
legal beneficial holder of such shares.
(j) The Committee may impose such other restrictions on any shares allocated to a Participant pursuant to this Plan as it may deem advisable, including without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any stock exchange upon which such shares or shares of the same class are then listed, and under any blue-sky or securities laws applicable to such shares.
8. MANDATORY RESALE OF BOOK VALUE STOCK.
(a) If the Participant is employed at the time of his death, total disability, or retirement, Participant or his personal representative must sell his book value stock back to the Corporation.
(1) Twenty percent (20%) of the purchase price will be paid each year thereafter, beginning on the first anniversary of the date of death, or retirement, or total disability.
(2) The purchase price for any year shall be the book value at the close of the year in which death, total disability or retirement occurs.
(3) Any unearned book value stock at date of retirement may be earned and sold to the Corporation under the above terms as earned.
(4) At date of retirement or total disability, Participant may elect to defer the sale of all book value stock for an additional period of up to five (5) years under the sale terms above. Such election must be made for all shares the sale terms above. Such election must be made for all shares held at time of retirement or disability in accordance with the requirements established by the Committee. In such event the purchase price will be the book value at the end of the year prior to the year in which the payment is to be made.
(5) Payments shall bear interest at 1st Source Bank's current one-year certificate of deposit rate.
(b) Upon termination of employment by voluntary act of employee or by act of Corporation, except death or disability or retirement, all of such Participant's earned book value stock must be sold to Corporation.
(1) The price to be paid by Corporation shall be the lower of (a) book value at the end of the year prior to year of departure, or (b) book value at the end of the year of departure. Book value shall be determined by the Committee as described in Paragraph 9 below.
(2) Installments of ten percent (10%) of the purchase price of the shares shall be paid to the Participant each year, without interest.
(c) If the Committee in its sole discretion determines in any case that lump sum payment instead of installment payment as required by Section 8(a) or (b) would be desirable (whether for financial reasons, administrative ease, or otherwise) due to the size of the required installment payments, the Committee may order without consent of the participant such lump sum payment be made in lieu of payment in installments. Such a lump sum payment shall be in an amount equal to the present value of the installment payments which would have otherwise been made discounted at the current Applicable Federal Rate.
9. MISCELLANEOUS PROVISIONS.
(a) Expense. All expenses and costs in connection with the administration of the Plan shall be borne by the Corporation.
(b) No Prior Rights of Offer. Nothing in the plan shall be deemed to give any officer or employee of the Corporation or his or its legal representatives or assigns or any other person or entity claiming under or through any Participant any contractual or other right to participate in the benefits of the Plan.
(c) Indemnification of the Committee. In addition to such other rights or indemnification as they may have, the members of the Committee shall be indemnified by the Corporation against all costs and expenses reasonably incurred by them or any of them in connection with any action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any award granted thereof and against all amounts paid by them in settlement thereof (provided such settlement is approved by legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceedings, the person desiring indemnification shall give the Corporation an opportunity, at its own expense, to handle and defend the same.
(d) Liability of Corporation. The liability of the Corporation under this Plan or any allocation of shares made hereunder is limited to the obligation set forth with respect to such allocation, and nothing herein contained shall be construed to impose any liability on the Corporation in favor of any Participant with respect to any loss, cost or expense which a Participant may incur in connection with or arising out of any transaction in connection therewith.
(e) No Agreement to Employ. Nothing in the Plan shall be construed to constitute or be evidence of an agreement or understanding expressed or implied on the part of the Corporation or any Subsidiary to employ or retain any Participant to whom any shares have been allocated for any specified period of time or times.
(f) Book value. Book value under this Plan shall be determined in accordance with generally accepted accounting principles, as published in the Corporation's Annual Report.
(g) Market value. Market value under this Plan shall mean the average closing price of a share of common stock, as reported by NASDAQ, or by any other exchange upon which the shares may be traded, for the five consecutive trading days ending on the day on which the value is to be determined or if that day is not a stock trading day, then on the last preceding trading day.
10. AMENDMENT AND TERMINATION OF THE PLAN. The Corporation may at any time terminate or extend the Plan, or make such modification of the Plan or of the exhibits attached to this Plan as it shall deem advisable. No termination or amendment of the Plan shall, without the consent of any person affected thereby, modify or in any way affect any right or obligation created prior to such termination or amendment.
11. POWERS OF EXECUTIVE COMPENSATION COMMITTEE. The Committee shall have the authority to make all interpretations of this plan in its sole discretion. It shall make all administrative rules and other determinations and shall rule upon all questions and requests with respect to the Plan.
Exhibit 5 December 5, 2002
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: 1st Source Corporation
Form S-8 Registration Statement
1st Source Corporation 1982 Executive Incentive Plan and Reoffer Prospectus
Ladies and Gentlemen:
Reference is made to the Registration Statements of 1st Source Corporation (the "Company") on Form S-8 (the "Registration Statement") relating to the Company's 1982 Executive Incentive Plan which includes distinct filings for the Plan and another with a Reoffer Prospectus (the "Plans"), concurrently being filed with the Securities and Exchange Commission pursuant to which the Company's Common Stock, without par value per share (the "Shares"), is being offered under the Plans.
I, or members of my staff subject to my supervision, have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates of public officials, and other documents as I have deemed necessary or relevant as a basis for my opinion set forth herein.
On the basis of the foregoing, it is my opinion that the Shares issued and delivered as contemplated by the Registration Statement and the Plans, including fulfillment of the terms of the Plans and the lapsing of the restrictions on the Shares pursuant to the Plans, will be duly authorized, validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Company, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general principles of equity. This opinion is limited to the laws of the State of Indiana and the Federal law.
I hereby consent to the filing of this opinion as an exhibit to the Registrations Statement.
Very truly yours,
/s/ John B. Griffith
---------------------
John B. Griffith
JBG/sam
Enclosures
|
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the reoffer of shares previously issued pursuant to the 1st Source Corporation 1982 Executive Incentive Plan of our report dated January 14, 2002, with respect to the consolidated financial statements of 1st Source Corporation incorporated by reference in the Annual Report (Form 10-K) for the two years ended December 31, 2001, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Columbus, Ohio
Dated: December 6, 2002
|
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the reoffer of shares previously issued pursuant to the 1st Source Corporation 1982 Executive Incentive Plan of our report dated February 15, 2000, relating to the consolidated financial statements of 1st Source Corporation and subsidiaries as of December 31, 1999, incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2001.
/s/ PricewaterhouseCoopers LLP Chicago, Illinois Dated: December 6, 2002 |